<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended April 30, 1996
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to ___________
Commission file number 1-4288
NORTHWESTERN STEEL AND WIRE COMPANY
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-1562920
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
121 Wallace Street, Sterling, Illinois 61081
- -------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 815/625-2500
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- ------
Number of shares of common stock outstanding as of June 11, 1996:
Common Stock 24,877,797 shares
(includes 420,144 treasury shares)
Page 1 of 13
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NORTHWESTERN STEEL AND WIRE COMPANY
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars except share data)
<TABLE>
<CAPTION>
April 30, July 31,
1996 1995
-------- --------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,762 $ 14,275
Receivables, less allowance of $1,000 65,394 58,878
Deferred income taxes 15,344 15,344
Other assets 5,153 6,971
-------- --------
87,653 95,468
-------- --------
Inventories, at lower of cost or market:
Finished products 44,480 34,831
Semi-finished products 38,803 33,839
Raw materials and supplies 19,781 21,907
-------- --------
103,064 90,577
-------- --------
Total current assets 190,717 186,045
-------- --------
PLANT AND EQUIPMENT, at cost 402,451 371,029
Accumulated depreciation 159,503 141,321
-------- --------
Net plant and equipment 242,948 229,708
-------- --------
DEFERRED FINANCING COSTS 4,739 5,655
-------- --------
Total assets $438,404 $421,408
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 57,992 $ 66,441
Accrued expenses 25,209 23,810
Current portion of long term debt 7,223 6,390
-------- --------
Total current liabilities 90,424 96,641
LONG TERM DEBT 173,051 162,110
DEFERRED EMPLOYEE BENEFIT OBLIGATIONS 76,390 75,042
DEFERRED INCOME TAXES 4,744 4,744
-------- --------
Total liabilities 344,609 338,537
-------- --------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, par value $.01 per share; outstanding
24,858,842 and 24,809,842 shares, respectively 123,789 123,609
Retained (deficit) earnings (14,977) (25,721)
Minimum pension liability (9,693) (9,693)
Treasury shares, at cost; 420,144 shares of
common stock (5,324) (5,324)
-------- --------
Total shareholders' equity 93,795 82,871
-------- --------
Total liabilities and shareholders' equity $438,404 $421,408
======== ========
</TABLE>
The accompanying notes are an integral part
of the unaudited consolidated financial statements
-2-
<PAGE> 3
NORTHWESTERN STEEL AND WIRE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
------------------------ -----------------------------
1996 1995 1996 1995
(Unaudited)
(in thousands of dollars except per share data and tonnage data)
<S> <C> <C> <C> <C>
Net sales $173,183 $166,594 $ 483,270 $ 465,958
-------- -------- ---------- ----------
Cost and operating expenses:
Cost of goods sold (excluding depreciation) 154,150 148,162 427,555 411,387
Depreciation 6,094 5,804 18,084 17,155
Selling and administrative 3,105 2,380 8,497 8,048
-------- -------- ---------- ----------
Total cost and operating expenses 163,349 156,346 454,136 436,590
-------- -------- ---------- ----------
Operating profit 9,834 10,248 29,134 29,368
-------- -------- ---------- ----------
Other income and expenses:
Interest expense 4,760 5,225 13,843 14,905
Interest and other income (12) (18) (57) (107)
-------- -------- ---------- ----------
Total other income and expenses 4,748 5,207 13,786 14,798
Income before income taxes 5,086 5,041 15,348 14,570
Provision for income taxes 1,528 1,613 4,604 4,666
-------- -------- ---------- ----------
Net income $ 3,558 $ 3,428 $ 10,744 $ 9,904
======== ======== ========== ==========
Net income per share $ 0.14 $ 0.14 $ 0.43 $ 0.40
======== ======== ========== ==========
Net tons shipped 438,621 422,734 1,213,351 1,226,666
======== ======== ========== ==========
</TABLE>
The accompanying notes are an integral part
of the unaudited consolidated financial statements
-3-
<PAGE> 4
NORTHWESTERN STEEL AND WIRE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months Ended
April 30,
-------------------------
1996 1995
--------- --------
(Unaudited)
(In thousands of dollars)
<S> <C> <C>
Cash Flow From Operations:
Net income $ 10,744 $ 9,904
Depreciation 18,084 17,155
Amortization of deferred financing costs and debt discount 1,700 1,620
Amortization of organizational and pre-operating costs - 841
Increase in receivables (6,516) (4,722)
Increase in inventories (12,487) (13,488)
Decrease (increase) in other current assets 1,818 (279)
Increase in deferred employee benefits 1,348 740
Decrease in accounts payable and accrued expenses (7,050) (7,118)
--------- --------
Net cash provided by operations 7,641 4,653
--------- --------
Cash Flows From Investing Activities:
Capital expenditures (31,324) (22,345)
--------- --------
Net cash used in investing activities (31,324) (22,345)
--------- --------
Cash Flows From Financing Activities:
Payment of long term debt and repayment on revolver loans (172,410) (99,023)
Borrowings under long term debt and revolver loans 183,400 114,550
Exercise of stock options 180 374
--------- --------
Net cash provided by financing activities 11,170 15,901
--------- --------
Decrease in cash and cash equivalents (12,513) (1,791)
Cash and Cash Equivalents:
Beginning of period 14,275 12,817
--------- --------
End of period $ 1,762 $ 11,026
========= ========
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period For:
Interest $ 10,524 $ 10,526
Income taxes 3,289 3,976
</TABLE>
The accompanying notes are an integral part
of the unaudited consolidated financial statements
-4-
<PAGE> 5
NORTHWESTERN STEEL AND WIRE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) COMPANY STRUCTURE
The consolidated financial statements include accounts of the Company and
its wholly-owned subsidiaries. The Company has three wholly-owned
subsidiaries: (i) Northwestern Steel and Wire Company, a Texas corporation
("NWSW - Texas"), which operates the Company's Houston rolling and finishing
mill; (ii) Northwestern Steel and Wire Company - Kentucky, a Delaware
corporation ("NWSW - Kentucky"), which operates a concrete reinforcing mesh
facility; and (iii) Northwestern Steel and Wire Company, a Delaware corporation
("NWSW - Delaware"), which provides administrative services to the Company and
its subsidiaries for which it receives payment from the Company. All
significant intercompany accounts and transactions have been eliminated. The
Company operates in one business segment, producing steel and steel products.
(2) INTERIM ACCOUNTING POLICIES
The consolidated financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations; however, the Company believes
that the disclosures are adequate to make the information included herein not
misleading. The consolidated financial statements included herein should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1995.
In the opinion of management, the unaudited consolidated financial
statements of the Company included herein contain all adjustments, consisting
of normal recurring adjustments, necessary to present fairly the financial
position of the Company as of April 30, 1996, and the results of operations and
cash flows for the three month and nine month periods ended April 30, 1996 and
1995. The results of operations for such interim periods are not necessarily
indicative of the results for the full year. The balance sheet as of July 31,
1995 has been derived from the Company's audited historical financial
statements.
(3) NET INCOME PER SHARE
Per share amounts, as presented on the Consolidated Statements of Income,
are based on the average shares outstanding of 25,160,048 and 25,012,377 for
the three months and nine months ended April 30, 1996
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and 1995, respectively. The average shares outstanding for each
period include the dilutive impact of options issued pursuant to the various
Company stock option plans.
(4) DEBT AND CREDIT ARRANGEMENTS
Long-term debt at April 30, 1996, consisted of the following:
<TABLE>
<CAPTION>
Principal Interest
Amount Rate
------ ----
(In Thousands)
<S> <C> <C>
Senior Credit Facility
Rollover Term Loan $37,189 13.1%
Revolving Credit Loan 25,200 9.25%
9.5% Senior Notes due 2001,
Net of Discount 114,493 9.5%
Other notes payable 3,392 3.0% & 7.75%
--------
180,274
Less current portion ( 7,223)
--------
$173,051
--------
</TABLE>
On April 30, 1996, the Company and its lenders amended its revolving
credit facility (as so amended, the "Senior Credit Facility"), which increased
the borrowing capacity, extended the maturity date as described below and
amended the interest rate structure to reflect the Company's financial
condition, which will reduce rates from current levels.
Chemical Bank and certain other lenders provided financing to the Company
in the form of two facilities: (i) a rollover term loan in the original
principal amount of $50 million and (ii) a revolving credit loan providing
available borrowings up to $100 million. The revolving credit loan has a final
maturity on April 25, 2001. The interest rates indicated above are as of April
30, 1996.
The Senior Credit Facility contains various covenants, including covenants
prohibiting or limiting the incurrence of additional indebtedness, the granting
of liens or guarantees, sales of assets, and capital expenditures, as well as
financial covenants requiring maintenance of a specified current ratio, a fixed
charge coverage ratio and a leverage ratio.
The rollover term loan is being repaid in quarterly installments, with
final maturity on July 31, 1999. The Senior Credit Facility provides that the
rollover term loan bears interest at a fixed annual rate of 13.07%, provided
that, through July 31, 1994, interest on the term loan was required to be paid
at a floating annual rate equal to the Alternate Base Rate (as defined in the
Senior Credit Facility) plus 1.5% and, provided further, that the difference
between interest accrued at the fixed annual rate of 13.07% and interest paid
as described above was deferred monthly in arrears and added to the principal
of the rollover term loan. Such deferred interest bears interest, which is
required to be paid monthly in arrears, at a floating rate equal to the
Alternate Base Rate plus 1.5%, and the
6
<PAGE> 7
deferred interest added to principal is required to be paid in full on the date
of the final installment of principal of the rollover term loan. The Company
is also required to prepay the rollover term loan, to the extent of excess cash
flow on an annual basis (as defined in the Senior Credit Facility).
The loans under the Senior Credit Facility are collateralized by a lien on
substantially all of the Company's and its subsidiaries' assets and all loans
are cross-collateralized. The revolving credit loan under the Senior Credit
Facility is available to the extent that the Company satisfies certain
borrowing base criteria. At April 30, 1996 additional borrowings of
approximately $72.5 million under the revolving credit loan were available to
the Company.
Pursuant to the Senior Credit Facility, the lenders receive a quarterly
commitment fee of 1/2% per annum based on the average unused amount of the
commitment of the lenders under the Senior Credit Facility.
At April 30, 1996, $114,493,000 (net of unamortized discount of $507,000)
of Senior Notes were outstanding. The Senior Notes earn interest at the rate
of 9.5% per annum, payable semi-annually on June 15 and December 15. The
Company will be required to redeem on June 15, 2001, the aggregate principal
amount of the Senior Notes plus accrued and unpaid interest. The Senior Notes
may not be redeemed prior to June 15, 1997. On or after June 15, 1997, the
Company may, at its option, redeem the Senior Notes in whole or in part at a
premium plus accrued and unpaid interest. On or after June 15, 1999, the
Company may redeem in whole or in part the Senior Notes at the aggregate
principal amount plus accrued and unpaid interest.
The Senior Notes are unsecured obligations of the Company. They are
senior to all subordinated indebtedness of the Company and rank pari passu with
all other existing and future senior indebtedness of the Company. Upon the
occurrence of a change in control (as defined), the holders will have the
option to cause the Company to repurchase all or a portion of the outstanding
Senior Notes at 101% of the principal amount.
The Senior Notes contain certain restrictive covenants that, among other
things, limit the ability of the Company to incur additional indebtedness,
create liens, issue preferred stock of subsidiaries, pay dividends, repurchase
capital stock, make certain other restricted payments, engage in transactions
with affiliates, sell assets, engage in sale and leaseback transactions and
engage in mergers and consolidation.
(5) INCOME TAX
The Company estimates that annual income taxes will be incurred, thus the
allocation of income tax to interim periods is required. The Company recorded
an income tax provision by estimating the annual effective income tax rate and
applied that rate to pretax income.
7
<PAGE> 8
The effective income tax rate for the Company varies from the Federal
statutory tax rate due to permanent differences and the estimated realization
of net operating loss and tax credit carryforwards.
(6) COMMITMENTS AND CONTINGENCIES
At April 30, 1996, the Company had commitments for capital expenditures of
approximately $14,000,000. The major expenditures committed include
approximately $3,200,000 for new raw material handling equipment and $900,000
for computer equipment and software.
There are various claims and legal proceedings arising in the normal
course of business pending against or involving the Company wherein monetary
damages are sought. It is management's opinion that it is unlikely that the
Company's liability under all pending claims and proceedings would materially
affect its financial position or results of operations.
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion should be read in conjunction with the
Management's Discussion and Analysis of Financial Condition and Results of
Operations included as Item 7 of Part II of the Company's Annual Report on Form
10-K for the year ended July 31, 1995.
RESULTS OF OPERATIONS
Net sales for the Company were $173.2 million on shipments of 438,621 net
tons for the three months ended April 30, 1996, compared to $166.6 million on
shipments of 422,734 net tons for the three months ended April 30, 1995.
Revenues and tons shipped in the quarter increased by approximately 4% compared
to the prior year period. Continued strong non-residential construction
markets led to improved performance in the Company's medium and heavy
structural business, as both shipments and selling prices were higher than the
same quarter in the prior year. Demand remains strong for medium and heavy
structurals, especially wide flange beams, the Company's largest product line.
Volume and prices for products in the wire, rod, and small structural markets
have declined from prior year levels due to reduced demand. Semi-finished
steel sales were higher in the quarter ended April 30, 1996 compared to the
prior year period, however, selling prices and margins are lower in this
product group than the Company's value-added finished products.
For the nine-month period ended April 30, 1996, net sales were $483.3
million. This represents an increase of $17.3 million or a 4% improvement
compared to the same period in the prior year. Steel shipments (volume)
decreased from 1,226,666 net tons for the nine months ended April 30, 1995 to
1,213,351 net tons for the comparable nine months in the current fiscal year.
8
<PAGE> 9
Cost of goods sold, excluding depreciation, as a percentage of net sales
for the three-month period ended April 30, 1996, remained virtually unchanged
from the prior year at 89.0%. Operating costs decreased from the second
quarter, and were comparable to the prior year period, despite higher non-scrap
related material costs.
For the nine-month period ended April 30, 1996, the cost of goods sold
percentage was 88.5% compared to 88.3% for the same period in the prior fiscal
year. Costs of goods sold as a percentage of sales was essentially unchanged
despite increases in scrap and other raw material costs experienced during
fiscal 1996 compared to fiscal 1995. These cost increases were partially offset
through improved operating rates, increased selling prices and changes in
product mix.
For the quarter ended April 30, 1996, selling and administrative expense
was $3.1 million compared to $2.4 million for the three-month period ended
April 30, 1995. For the nine months ended April 30, 1996, selling and
administrative expense increased to $8.5 million compared to $8.0 million for
the same period in the prior fiscal year. The third quarter and nine month
period for fiscal 1996 have both been effected by increased professional fees
and settlement of non-income related tax matters compared to the similar
periods in the prior fiscal year. Additionally during the third quarter of
fiscal 1995, the Company settled a wrongful death action which reduced
administrative costs for litigation reserves not incurred as the losses arising
from the complaint were covered by the Company's insurance carriers.
Interest expense was $4.8 million for the quarter ended April 30, 1996,
compared to $5.2 million for the same quarter in the prior fiscal year. For
the nine months ended April 30, 1996, interest expense decreased to $13.8
million from $14.9 million for the same period in the prior year. The decrease
in interest expense for the quarter and year to date is primarily due to the
effect of capitalizing interest on major capital projects.
The provision for income taxes was $1.5 million for the three months ended
April 30, 1996 compared to $1.6 million for the three months ended April 30,
1995. For the nine months ended April 30, 1996, the provision for income tax
was $4.6 million compared to $4.7 million for the same period in the prior
fiscal year.
For the foregoing reasons, net income for the three months ended April 30,
1996 improved to $3.6 million, an increase of 4% from the $3.4 million reported
in the year ago period. Earnings were $0.14 per share in both periods. For
the nine-month period ended April 30, 1996, net income was $10.7 million or
$0.43 per share, compared to $9.9 million or $0.40 per share for the same
period in the prior year, an increase of over 8%.
The Company is party to collective bargaining agreements with two local
unions affiliated with the United Steelworkers of America ("USWA"), which
agreements expire on August 1, 1996. The Company continues to work towards the
timely settlements of agreements with the USWA. The Company is hopeful that
negotiations will conclude
9
<PAGE> 10
without disruption to employees and customers, continuing the improved
competitive position of the Company. However, there is no assurance that the
Company will be able to avoid a work stoppage. Furthermore, the Company's
order flow and backlog will likely be negatively affected until labor
negotiations are concluded. Additionally, a collective bargaining agreement
with respect to a third local union affiliated with the USWA, expired on June
30, 1995. Since that time the employees continue to work without an agreement.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL. Funds for the Company's operational needs have been provided
from internally generated cash and through utilization of the Senior Credit
Facility. As of April 30, 1996, the Company's consolidated total debt
aggregated approximately $180.3 million (net of unamortized discount on the
Senior Notes), of which approximately $173.1 million was classified as long
term debt. The consolidated debt-to-equity ratio improved to 1.9:1 as of April
30, 1996 compared to 2.0:1 as of July 31, 1995.
On April 30, 1996, the Company entered into an amended revolving credit
agreement, which increased the available borrowing capacity to $100 million.
Additionally, the revolving credit facility maturity date has been extended to
April 25, 2001. The new facility provides the Company greater financial
flexibility, at reduced borrowing costs. As of April 30, 1996, the Company had
cash on hand of approximately $1.8 million and approximately $72.5 million
available for borrowing under its existing revolving credit facility. The
Company's current ratio improved to 2.1:1 at April 30, 1996 compared to 1.9:1
at July 31, 1995. The Company's increased financial and operating flexibility
has enabled it to better manage inventory levels which, when combined with the
Company's enhanced product line, have enabled it to better serve its customers'
needs.
On a longer term basis, the Company has significant future debt service
obligations. The Company's ability to satisfy these obligations and to secure
adequate capital resources in the future are dependent on its ability to
generate adequate cash flow. The Company expects that its cash flow from
operations, available borrowings and access to the capital markets will be
sufficient to fund future debt service. This will be dependent on its overall
operating performance and be subject to general business, financial and other
factors affecting the Company and the domestic steel industry, certain of which
are beyond the control of the Company.
At April 30, 1996, the Company had commitments for capital expenditures of
approximately $14,000,000. The major expenditures committed include
approximately $3,200,000 for new raw material handling equipment and $900,000
for computer equipment and software.
As reported in the Company's Annual Report on Form 10-K for the fiscal
year ended July 31, 1995 in "Item 3, Legal Proceedings," the Company is seeking
a declaratory judgment in the Circuit Court of Cook County, Illinois that
certain provisions of the state's amended
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<PAGE> 11
workers' compensation administrative regulations are unconstitutional. The
effect of the amended regulations is to require the Company to increase the
amount of security posted by the Company from $200,000 to in excess of $8.8
million to maintain the Company's right to self-insure its workers'
compensation obligations. Upon the posting of a $400,000 bond, the Company
obtained a temporary restraining order which effectively restrains the
imposition of this increased security requirement and the ability of the
Illinois Industrial Commission (the "Industrial Commission") to terminate the
Company's self-insurer status, pending further order of the Circuit Court of
Cook County. If the Company is unsuccessful in its challenge to the Industrial
Commission's actions or regulations and is unable to post the required bond,
the Company would be required under the Illinois law to obtain insurance for
its workers' compensation claims. Insurance would be much more expensive than
the Company's self-insurance plan or may be unavailable and obtaining a letter
of credit under the Senior Credit Facility would reduce the Company's borrowing
capacity.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 11 - Computation of Income Per Share
(b) Exhibit 27 - Financial Data Schedule
(c) Reports on Form 8-K. No reports on Form 8-K were filed by the
Company during the quarter ended April 30, 1996.
11
<PAGE> 12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORTHWESTERN STEEL AND WIRE COMPANY
By /s/ T. J. Bondy
-----------------------------
Timothy J. Bondy
Vice President, and
Chief Financial Officer
(Principal Financial Officer)
June 14, 1996
12
<PAGE> 13
EXHIBIT INDEX
Prior Filing
or Sequential
Exhibit No. Description Page Number
- ----------- ----------------------- -------------
11.0 Exhibit 11 1
27.0 Financial Data Schedule 2
13
<PAGE> 1
EXHIBIT 11
NORTHWESTERN STEEL AND WIRE COMPANY
Computation of Income Per Share
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
-------------------------- --------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income $ 3,558,000 $ 3,428,000 $10,744,000 $ 9,904,000
=========== =========== =========== ===========
Weighted average shares outstanding 24,830,938 24,682,238 24,830,938 24,682,238
Net additional shares outstanding assuming
dilutive stock options exercised and proceeds used
to purchase treasury stock at average market price 329,110 330,139 329,110 330,139
----------- ----------- ----------- -----------
Shares outstanding for net income
per share calculation 25,160,048 25,012,377 25,160,048 25,012,377
=========== =========== =========== ===========
Net income per share $ 0.14 $ 0.14 $ 0.43 $ 0.40
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> APR-30-1996
<CASH> 1,762
<SECURITIES> 0
<RECEIVABLES> 66,394
<ALLOWANCES> 1,000
<INVENTORY> 103,064
<CURRENT-ASSETS> 190,717
<PP&E> 402,451
<DEPRECIATION> 159,503
<TOTAL-ASSETS> 438,404
<CURRENT-LIABILITIES> 90,424
<BONDS> 0
0
0
<COMMON> 123,789
<OTHER-SE> (29,994)
<TOTAL-LIABILITY-AND-EQUITY> 438,404
<SALES> 173,183
<TOTAL-REVENUES> 173,195
<CGS> 154,150
<TOTAL-COSTS> 163,349
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,760
<INCOME-PRETAX> 5,086
<INCOME-TAX> 1,528
<INCOME-CONTINUING> 3,558
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,558
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
